Our Bank - Banco de Bogotá

4
Management Report •Second Half 2013
Chapter 1
Our Bank
5
We have a solid track record
of 143 years supporting the
growth of the country and
the region
Through our Corporate Governance and Internal Control
Models, we promote ethical judgment in all our decisions,
establishing a model for action in Colombia and in the other
countries in which we operate.
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Management Report •Second Half 2013
1. Our Bank
Since its foundation in 1870, our Bank has continued to grow,
becoming a part of the daily lives of all Colombians. With 143
years of operating experience, it occupies second place in the
Colombian banking system by assets and profits, which makes
it a highly relevant actor in Colombia and in the domestic financial sector. Our Bank is part of Grupo Aval, the most important
financial group in Colombia.
Our Bank aims to further establish its leadership in Colombia whilst
extending its operation within other countries in the region, by
strengthening the relationship with its customers and improving
the value offer made available to them through various channels
and through a team committed to service.
We are a leading bank in
Colombia and the region,
generating confidence
and benefits for our
stakeholders.
From left to right: Juan María Robledo Uribe, Executive Vice-President of Banco de Bogotá; Luis Carlos Sarmiento Gutiérrez, Banco de Bogotá´s President of the Board of
Directors; Luis Carlos Sarmiento Angulo, President of Grupo Aval; Alejandro Figueroa Jaramillo, President of Banco de Bogotá.
Chapter 1• Our Bank
7
Mission, Vision and Corporate Values
The mission, vision and corporate values are the guidelines that define the course we wish to maintain and project for the permanence
and evolution of our organization. Therefore, we determine our raison d’etre through a series of criteria and premises that identify our
organization in Colombia and the other countries where we operate.
• To be the leading bank in Colombia and Central America, growing with the progress of its customers, human resources,
shareholders and country.
• To be the benchmark in universal banking for outstanding customer service, greater efficiency and innovation in Colombia.
VISION
Honesty
ct
spe
Re
Comm
itm
en
t
We act in an ethical
and responsible manner,
We
generating trust
We value
identify
among our
ourselves and
with our
customers.
accept each other’s
Bank and feel we
integrity.
are an integral part
of its success.
CORPORATE VALUES
r sh
de
i en
cy
Service
is a principle
of life for us.
ip
We work with
enthusiasm.
ea
E f fic
We use resources in
an optimum and
intelligent
manner.
L
S er v i c e
MISSION
• To be a leading bank in Colombia in the business and individual banking market, and the social and government sector.
• To be a bank that is always at the forefront in offering its customers advanced solutions that allow them to enjoy a
satisfactory banking experience.
• To provide the best support for the growth and progress of its customers, because it values them and is willing and
available to advise them, while providing them with quick, timely, friendly and quality service.
• To be a bank that achieves leadership objectives in terms of the efficiency, profitability, earnings and value
generation that shareholders expect.
• To be a bank with talented team members who work with ingenuity, dedication, efficiency, speed, commitment and
loyalty, always working towards achieving goals, who are motivated by the pride of belonging to an institution that
provides them with wellbeing and enables them to grow.
• The Bank, by example and support, proves its commitment to develop and take ownership of its values, generating
growth, harmony and benefits for the community.
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Management Report •Second Half 2013
Banco de Bogotá, a Regional Bank
NEW YORK
UNITED STATES
MIAMI
12 Countries
15.9 million Customers
41,625 Employees
1,467 Branches
3,193 ATMs
BARBADOS
COP 100.7 trillion in Assets
COP 56.6 trillion in Net Loans
COP 64.1 trillion in Deposits
COP 1.4 trillion in Net Profits
Chapter 1• Our Bank
9
Corporate Governance
One of our main strengths is our Corporate Governance structure, with directives designed to fulfill the corporate purpose,
offering high standards of quality and security in our services,
and activities aligned with ethical principles and excellent management. The decisions of our Board of Directors are focused
on managing risk through the development of a control system
that takes into account increasingly structured and functional
internal and external mechanisms for the Bank.
The Board of Directors, in fulfillment of its legal and statutory
duty to direct and draft the Company’s general policies in terms
of Corporate Governance, has compiled the following documents into the “Banco de Bogotá Corporate Governance Practices”: Bylaws, Corporate Governance Code, Code of Ethics and
Audit Committee’s Rules of Procedure1.
Banco de Bogotá has the following Corporate Governance Bodies:
• Governing Bodies: General Shareholders’ Meeting.
• Administrative Bodies: Board of Directors, Board of
Directors’ Supporting Committees (Audit Committee, Credit
Committee, Credit and Treasury Risk Committee, Assets and
Liabilities Technical Committee [ALM]), Presidency, Executive
Vice-presidency and Vice-presidencies.
• Control Mechanisms: Internal Control System, Internal
Control Bodies, and Risk Management System (Credit Risk,
1 These documents are published on the Bank’s website, www.bancodebogota.com.
II College of supervisors of Banco de Bogotá, September 2013.
Liquidity Risk, Market Risk, Operational Risk, and Money
Laundering and Terrorist Financing Risk).
• Internal Control Bodies: Board of Directors and Office of
the Comptroller.
• External Control Bodies: Statutory Auditing Firm, Financial
Superintendency of Colombia, Superintendency of Industry
and Commerce, Securities Market Self-Regulator, American
authorities for US banking agencies, and the different
supervisory bodies in the other countries in which we operate.
• Corporate Governance Compliance Bodies: General
Shareholders’ Meeting, Board of Directors and Presidency.
Based on this Corporate Governance structure, there are a series of regulations and standards managed by the Bank’s steering and management bodies, seeking to manage risk within a
clearly-defined control framework.
In September 2013, the II College of Supervisors of Banco de Bogotá was held, with the aim of securing the relationship of the Bank
and its affiliates abroad with the supervisory bodies in the different
countries where we operate. At this event, organized by the Financial Superintendency of Colombia, up-to-date information about
the financial situation and the control environment was presented
to supervisors from Colombia, Costa Rica, El Salvador, Honduras,
Nicaragua, Panama, Guatemala and the Cayman Islands.
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Management Report •Second Half 2013
Board of Directors
Primary members
Luis Carlos Sarmiento Gutiérrez
Sergio Uribe Arboleda
Alfonso de la Espriella Ossio
Alternate members
Guillermo Perry Rubio
Jorge Iván Villegas Montoya
Ana María Cuéllar Jaramillo
Carlos Arcesio Paz Bautista
Sergio Arboleda Casas
José Fernando Isaza Delgado
Álvaro Velásquez Cock
Board of Directors Advisor
Luis Carlos Sarmiento Angulo
Statutory Auditing Firm
KPMG Ltda.
Represented by:
María Ligia Cifuentes Zapata
T.P.30070-T
Financial Ombudsman
Octavio Gutiérrez Díaz
Chapter 1• Our Bank
11
Organizational Structure
Banco de Bogotá
Executive Management
General Shareholders’
Meeting
Statutory Auditing Firm
Financial Ombudsman
Board of Directors
General Secretariat
Alberto Pérez V.
Credit Committee
President
Alejandro Figueroa J.
Credit and Treasury
Risk Committee
Audit Committee
Assets and Liabilities
Technical Committee
Financial
Vice-presidency
María Luisa Rojas
Executive Vice-presidency
Juan María Robledo
Legal Management
José Joaquín Díaz
SME and Personal
Banking Vice-presidency
Fernando Pineda
Government, Institutional
and Social Banking
Vice-presidency
Liliana de Plaza
Credit and Treasury
Risk Management
Carlos Nieto
Corporate Banking
Vice-presidency
Rafael Arango
Credit Cards
Vice-presidency
Julián Sinisterra
Corporate Solutions
Management
José L. Borda
Leasing Unit
Management
María C. Pabón
General Comptroller
Gustavo Arturo Peláez
Control and
Compliance Unit
Luis Bernardo Quevedo
Management Control
and Support Areas
Business Areas
International and Treasury
Vice-presidency
Germán Salazar
Systems and Operations
Vice-presidency
Jaime Gamboa
Administrative
Vice-presidency
Luis Carlos Moreno
Credit Vice-presidency
César Castellanos
Support Areas
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Management Report •Second Half 2013
Banco de Bogotá and Affiliates
Universal bank with a wide product and service portfolio, present
throughout Colombia, with agencies in Miami, New York and Panama.
President: Alejandro Figueroa J.
Central American Financial Group with banking operations and credit cards
in every country in Central America2.
President: Ernesto Castegnaro
Financial Corporation with a broad portfolio of products specialized in
Private and Investment Banking, Treasury and Equity Securities Investments.
President: Jose Elías Melo
Pension and Severance Funds Management.
President: Miguel Largacha
Execution of Mercantile Fiduciary and Trust Agreements.
President: César Prado Villegas
Stock Brokerage Firm (Securities Trading Intermediation and Management
of Securities Funds).
President: Daniel H. Gómez
General Warehouse, Customs Agent and Integral Logistics Operator.
President: Pedro Echeverría
A Technical and Administrative Services Company
General Manager: Nubia Inés Sanabria
International License to carry out banking business.
General Manager: José Alberto Santana
General Manager: Alfonso García
General Manager: María F. Blanco
General Manager: John Kennedy
Panama Branch
Entities authorized to carry out banking business and investment
portfolio management focused on corporate and institutional customer
service for Banco de Bogotá with a comprehensive service portfolio.
Entity with Panamanian General License, authorized to carry out banking
business, essentially in the local market.
General Manager: José Alberto Santana
2
The purchase operations of BBVA Panamá and Grupo Reformador de Guatemala, entities that form part of BAC Credomatic, were closed on December 19 and 23, 2013. respectively.
Chapter 1• Our Bank
13
Banco de Bogotá and Affiliates
Direct and Indirect Share
Direct
Indirect
Direct + Indirect
AFFILIATES IN
COLOMBIA
Corficolombiana
38.19%
Casa de Bolsa
Almaviva
22.79%
94.92%
Fiduciaria
Bogotá
94.99%
38.95%
10.40%
46.91%
AGENCIES AND
BRANCHES
ABROAD
99.56%
49.78%
94.90%
0.88%
49.78%
Ficentro
(Panama)
Megalínea
95.81%
61.74%
FOREIGN
AFFILIATES
Porvenir
36.51%
Leasing Bogotá
Panamá
(Panama)
100%
Bogotá
Finance Corp.
(Cayman Islands)
Banco de Bogotá
Panamá
100%
100%
Panama Branch
100%
BAC Credomatic Inc.
(British Virgin Isles)3
98.92%
100%
Banco de Bogotá Nassau Ltd. (Bahamas)
Banco BAC de Panamá4
All shares are ordinary
3
4
Grupo Financiero Reformador de Guatemala was acquired on December 23, 2013, through Credomatic International Corporation.
Previously BBVA Panamá
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Management Report •Second Half 2013
Bank’s Main Shareholders
December 31, 2013
These initiatives are based on good governance, and their purpose is to ensure efficient and proper management of the resources we manage.
Other Companies,
Organización
Sarmiento Angulo
67.6%
8.9%
Paz Bautista
Group
11.8%
Other
11.7%
These initiatives are implemented through:
• A mission, vision, corporate values and defined strategic
objectives.
• A Code of Ethics that sets out the values and principles
guiding executives and employees’ daily activities.
Ethical Commitment
Ethics and transparency are achieved through elements of our
organizational culture. With them, we promote principles, values and behavior in our employees to achieve this ideal.
• Formal determination by senior management on the
basic principles that govern the institution, as set forth in
the Corporate Governance Code and in the various internal
regulations, manuals and standards published in full and
available to all employees on the Bank’s Intranet.
• Procedures that enable employees at all levels of the
organization to have the knowledge, skills, attitudes and
values necessary to perform their duties within an effective
internal control framework.
Chapter 1• Our Bank
15
Our Social Responsibility Policy
“As a bank, our responsibility to society stems from the recognition and interest in the impact that our financial operations and
services have on people’s lives and the environment.
Therefore, we commit to managing our business responsibly through initiatives that harness our knowledge, strengths,
soundness and experience to benefit our stakeholders.”
Pursuant to the guidelines in the social responsibility policy, we continue to develop our management by paying attention to the objectives we have established in the economic, social, human and environmental dimensions, to ensure the sustainability of the business.
Throughout this report, we will describe the way in which these
actions were carried out during the management period.
•We contribute to the public sector by
developing business.
•We prioritize transparency and ethics
in our business activities.
•We
generously
distribute
generated economic value.
•We provide financial education to children,
youth and sectors of the population
without access to the banking system.
our
•We offer innovative products, services
and channels.
•We continuously
customer service
system.
strengthen the
and protection
•We offer our customers financial
education and advice.
•We offer our operative and
technological platform to serve
humanitarian causes.
Economic
Dimension
Objective:
To continue to grow,
generating profitability in a sustainable and
transparent manner.
Social
Dimension
Objective:
To contribute to
sustainable development and a better quality of life in our country.
•We strengthen the foundations that
support the social causes of
thousands of Colombians.
•We support Colombian art and culture.
Environmental Human
Dimension Dimension
Objective:
•We promote environmental education
in our employees.
•We carry out actions to strengthen the
eco-efficiency of our infrastructure.
•We develop products and services that
contribute
to
mitigating
our
environmental impact.
To reduce to a minimum the environmental impact of our
operations and that of
our employees and
customers.
Objective:
To promote the
individual and collective development
of our employees
and suppliers.
•We encourage a sense of solidarity
among our employees through
volunteering.
•We develop the personal and
professional qualities and skills of our
employees.
•We
foster
and
strengthen
responsible actions in our suppliers.
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Management Report •Second Half 2013
In 2013, Banco de Bogotá
was recognized as the best bank in Colombia
Best Bank in Colombia 2013
Bank of the Year in Colombia 2013
Bank of the Year in Colombia 2013
Best Foreign Currency Provider in Colombia
Best Foreign Trade Bank in Colombia
And our affiliate, BAC Credomatic,
as best bank in Central America and Costa Rica
Best Bank of 2013 within the Central American Regional Group
Best Bank of the year in Costa Rica 2013
The commitment of our shareholders and employees,
and the confidence of our customers, have made
receiving these awards possible.
¡Thank you all!
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Recognition of Our Work
Thanks to the commitment of our shareholders and employees,
and the confidence of our customers, we were recognized by
various international publications in 2013. This recognition motivates us to continue to use our financial services to support all
our stakeholders in the countries where we operate.
Euromoney:
Banco de Bogotá,
“Best Bank in Colombia 2013”
In July 2013, Euromoney magazine awarded Banco de Bogotá with the title “Best Bank in Colombia” at the “Euromoney
Awards for Excellence 2013” awards ceremony. Banco de Bogotá received this award for the sixth time from one of the most
prestigious publications in the world of finance.
The publication points out the solid financial results attained
by our Bank in 2012, highlighting its competitive strengths in
the markets in which it operates and its solid international reputation, demonstrated by the successful issue of subordinated
bonds on the international market in February 2013, to a value
of USD 500 million.
The Banker:
Banco de Bogotá,
“Bank of the Year in Colombia 2013”
In its December 2013 edition, the well-known magazine, The
Banker, part of the Financial Times Group, chose Banco de Bogotá
as the best bank in Colombia, highlighting its constant growth
in market share, particularly in the personal banking segment
through products such as credit cards and mortgage portfolio.
The English magazine points out the recent acquisitions made
by Banco de Bogotá in Panama (BBVA Panama) and Guatemala
(Grupo Financiero Reformador), which expand its presence in
the Central American region. Likewise, the publication praises
the Bank’s solid financial results, which are reflected in its outstanding profitability and capital indicators.
Global Finance:
Banco de Bogotá,
“Best Foreign Currency Provider in Colombia”
and “Best Foreign Trade Bank in Colombia”
In November 2013, the financial magazine, Global Finance, distinguished Banco de Bogotá as the Best Foreign Currency Provider in Colombia for 2014. Among other factors, the publication took into account volume of transactions, market share and
customer service, as criteria for the granting of this award.
LatinFinance:
Banco de Bogotá,
“Bank of the Year in Colombia 2013”
In December 2013, Global Finance also confirmed the selection of
Banco de Bogotá as the Best Foreign Trade Bank in Colombia for 2014.
This award was won thanks to the volume of transactions, market
share, global coverage, rates, and range of products offered by the
Bank.
In its November issue, LatinFinance magazine identified the
best banks in different countries around the world, selecting
Banco de Bogotá as the best bank in Colombia.
BAC CREDOMATIC
Latin Finance: Best Bank of 2013
According to the publication, the Bank’s international expansion over the last few years is noteworthy, as is the favorable
performance of its capital, profitability and portfolio quality indicators. Like Euromoney, this magazine also identifies our presence in the international capital market.
In November 2013, we were selected as the best bank of the
year, both at the level of the Central American Regional Group,
as Grupo BAC Credomatic, and in our local representation in
Costa Rica, as BAC San José.
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Management Report •Second Half 2013
Our Ratings
As at December 31, 2013, Banco de Bogotá had the following investment grade ratings for its main instruments, as rated by three
important international rating agencies, Moody’s Investors Service, FitchRatings and Standard & Poor’s, and by the local agency,
BRC Investor Services:
International Ratings
Issuer
Long-term Foreign Currency
Short-term Foreign Currency
Long-term Local Currency
Short-term Local Currency
Financial Strength
Outlook
Baa3
P-3
Baa1
P-2
C-
Bonds
Subordinated Bonds Second Issue 2008
Process of Multiple
and Successive Issues Subordinated Bonds 2010
Ordinary bonds in Dollars
(Maturity 2017)
Subordinated Bonds in Dollars
(Maturity 2023)
Stable
Stable
Local Ratings
Outlook
BBB
F2
BBB
F2
Stable
Stable
Outlook
BBBA-3
BBBA-3
Stable
Stable
AAA
BRC1+
Stable
Outlook
AA+
AA+
Baa2
Stable
BBB
Baa3
Stable
BBB-
BBB-
* All ratings are investment grade ratings
From the analysis carried out by the various ratings agencies,
the following stands out for Banco de Bogotá:
• Fitch Ratings (July 2013): Affirmed the credit rating of Banco
de Bogotá following the acquisition announcements of
Grupo Financiero Reformador de Guatemala and BBVA
Panamá, highlighting mainly that, from a strategic point of
view, such acquisitions are in line with the Bank’s objective
of further penetrating the market and diversifying its range
of products in Central America. Likewise, it stated that the
transaction’s impact on the financial position of the Bank
would be moderate or neutral, and capital would remain at
a level that is compatible with the Bank’s ratings.
• Moody’s Investors Service (July 2013): Maintained the
ratings and outlook of Banco de Bogotá following the
announcements of the Grupo Financiero Reformador de
Guatemala, through BAC Credomatic, and BBVA Panamá,
through Leasing Bogotá Panamá. It also highlighted the
cost efficient structure of the Bank, its wide interest margin,
the low number of problem portfolios and good reserve
buffer, its adequate risk management, its ample liquidity
and stable funding structure, as well as its good franchising
position, in both Colombia and Central America.
• Standard and Poor’s (August 2013): Affirmed Banco de
Bogotá’s ratings and outlook, highlighting the continuous
leadership of the Bank in Colombia and Central America
and its geographic diversification through the recent
acquisitions in Guatemala and Panama. The confirmation
of the ratings reflects the agency’s perception of
Banco de Bogotá’s strong business position, moderate
capitalization, adequate liquidity, average funding, and
adequate risk position.
• BRC Investor Services (December 2013): Maintained
Banco de Bogotá’s ratings, highlighting the Bank’s financial
strength, the consistency of its strategic focus, and its
stable and recurrent results over time, which correspond to
a strong position on the market. Likewise, it highlighted the
inorganic growth process in Central America, through which
the Bank has diversified its income generation and business
lines. In particular, because of the recent acquisitions of
Grupo Reformador de Guatemala and Banco BBVA Panamá,
made through its affiliates in Central America, the Bank
expects to strengthen its presence in this region and
achieve major competitiveness in terms of attending to
transnational customers.
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Vidrio Andino, the first float glass plant in Colombia, whose financing was structured
and led by Banco de Bogotá, was opened in October 2013, creating more than 1,250
direct and indirect jobs.